ex10-47





EX 10.47


BUSINESS LOAN AGREEMENT



      
      This Agreement dated as of March 30, 2001, is between Bank of America,
N.A. (the “Bank”) and Global Vacation Group, Inc., a New York corporation (the
“Borrower”).


1. FACILITY NO. ONE: LINE OF CREDIT AMOUNT AND TERMS


      1.1 Line of Credit Amount.



		
	 	      (a) During the availability period described below, the Bank will
provide a line of credit to the Borrower. The amount of the line of
credit (the “Commitment”) is Five Million Dollars ($5,000,000).




		
	 	      (b) This is a revolving line of credit providing for the issuance of
standby letters of credit.




		
	 	      (c) The Borrower agrees not to permit the outstanding amounts of any
letters of credit, including amounts drawn on letters of credit and not
yet reimbursed, to exceed the Commitment.



      1.2 Availability Period. The line of credit is available between the date
of this Agreement and May 1, 2004 (the “Expiration Date”) unless an Event of
Default (as defined in Section 9) exists.


      1.3 Letters of Credit.



		
	 	      (a) This line of credit shall be used for financing standby letters
of credit with a maximum maturity of 365 days but not to extend beyond the
Expiration Date. The standby letters of credit may include a provision
providing that the maturity date will be automatically extended each year
for an additional year unless the Bank gives written notice to the
contrary to the beneficiary in the manner provided therein.





		
	 	      (b) The Borrower agrees:







		
	 	      (i) to pay the Bank an amount equal to any amount drawn under
any letter of credit either (x) immediately after such drawing is
honored and in any event before 4:00 p.m. (Los Angeles time) on the
same Banking Day (as defined in Section 3.5) as such drawing is
honored, or (y) within thirty (30) days of the date such drawing is
honored (an “Advance”), provided that the unpaid principal amount of
such Advance shall bear interest at a fluctuating interest rate equal
to 1% per annum above the Bank’s Prime Rate in effect from time to
time for the initial five (5) days that such Advance is outstanding,
and thereafter, until paid in full, shall bear interest at a
fluctuating interest rate equal to 3% per annum above the Bank’s
Prime Rate in effect from time to time. The Bank’s Prime Rate is the
per annum rate of interest publicly announced from time to time by
the Bank as its Prime Rate. The Prime Rate is set by the Bank based
on various factors, including the Bank’s costs and desired return,
general economic conditions and other factors, and is used as a
reference point for pricing some loans. The Bank may price loans to
its customers at, above or below the Prime Rate. Any change in the
Prime Rate shall take effect at the opening of business on the day
specified in the public announcement of a change in the Bank’s Prime
Rate.



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	 	      (ii) the issuance of any letter of credit and any amendment to a
letter of credit is subject to the Bank’s written approval and must
be in form and content satisfactory to the Bank and in favor of a
beneficiary reasonably acceptable to the Bank.




		
	 	      (iii) to sign the Bank’s form Application and Agreement for
Standby Letter of Credit or any other method agreed to by Bank.




		
	 	      (iv) to pay any standard issuance and/or other standard fees
that the Bank notifies the Borrower will be charged for issuing and
processing letters of credit for the Borrower.




		
	 	      (v) to allow the Bank to automatically charge its checking
account for applicable fees, discounts, and other charges.




		
	 	      (vi) to pay the Bank a non-refundable fee equal to 0.75% per
annum of the outstanding undrawn amount of each standby letter of
credit, payable quarterly in arrears, calculated on the basis of the
average undrawn amount outstanding during the prior quarterly period.
If there is an Event of Default which has occurred and is continuing
under this Agreement, at the Bank’s option upon written notice to the
Borrower, the amount of the fee shall be increased to 2.75% per
annum, effective on the date of occurrence of such Event of Default



2. FEES AND EXPENSES


      2.1 Unused Commitment Fee. The Borrower agrees to pay a fee on any
difference between the Commitment and the amount of credit it actually uses,
determined by the weighted average credit outstanding during the specified
period. The fee will be calculated at 0.25% per year. The calculation of
credit outstanding shall include the undrawn amount of letters of credit. The
fee will be payable quarterly in arrears, commencing July 1, 2001 for the
quarter ending June 30, 2001.


      2.2 Reimbursement Costs. The Borrower agrees to reimburse the Bank for
any reasonable expenses it incurs in the preparation of this Agreement and any
agreement or instrument required by this Agreement. Expenses include, but are
not limited to, reasonable attorneys’ fees, but shall not include any allocated
costs of the Bank’s in-house counsel.


3. DISBURSEMENTS, PAYMENTS AND COSTS


      3.1 Requests for Credit. Each request for an extension of credit will be
made in writing in a manner acceptable to the Bank, or by another means
acceptable to the Bank.


      3.2 Payments.



        
      (a) All payments shall be made in immediately available funds;



        
     
(b) All payments shall be evidenced by records kept by the Bank


      3.3 Telephone and Telefax Authorization.



		
	 	      (a) The Bank may honor telephone requests for repayment, and telefax
requests for the issuance of letters of credit and repayment of any
amounts drawn under letters of credit, given by any one of the individuals
authorized to sign loan agreements on behalf of the Borrower, or any other
individual designated by any one of such authorized signers.



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	 	      (b) Repayments will be withdrawn from the Borrower’s account number
14878-03783 or such other of the Borrower’s accounts with the Bank as
designated in writing by the Borrower.




		
	 	      (c) The Bank will provide written confirmation to the Borrower of
transactions made based on telephone or telefax instructions. The
Borrower agrees to notify the Bank promptly of any discrepancy between the
confirmation and the telephone or telefax instructions.




		
	 	      (d) The Borrower indemnifies and excuses the Bank (including its
officers, employees, and agents) from all liability, loss, and costs in
connection with any act resulting from telephone or telefax instructions
the Bank reasonably believes are made by any individual authorized by the
Borrower to give such instructions. This indemnity and excuse will
survive this Agreement’s termination.



      3.4 Direct Debit.



		
	 	      (a) The Borrower agrees that fees and other amounts due hereunder
will be deducted automatically on the due date from the Borrower’s deposit
account number 14878-03783, or such other of the Borrower’s accounts with
the Bank as designated in writing by the Borrower.




		
	 	      (b) The Borrower will maintain sufficient funds in the account on the
dates the Bank enters debits authorized by this Agreement. If there are
insufficient funds in the account on the date the Bank enters any debit
authorized by this Agreement, the Bank may reverse the debit.



      3.5 Banking Days. Unless otherwise provided in this Agreement, a Banking
Day is a day, other than a Saturday or a Sunday, on which the Bank is open for
business in California. All payments and disbursements which would be due on a
day which is not a Banking Day will be due on the next Banking Day. All
payments received on a day which is not a Banking Day will be applied to the
credit on the next Banking Day.


      3.6 Taxes.



		
	 	      (a) If any payments to the Bank under this Agreement are made from
outside the United States, the Borrower will not deduct any foreign taxes
from any payments it makes to the Bank. If any such taxes are imposed on
any payments made by the Borrower (including payments under this
paragraph), the Borrower will pay the taxes and will also pay to the Bank,
at the time interest is paid, any additional amount which the Bank
specifies as necessary to preserve the after-tax yield the Bank would have
received if such taxes had not been imposed. The Borrower will confirm
that it has paid the taxes by giving the Bank official tax receipts (or
notarized copies) within 30 days after the due date.




		
	 	      (b) Payments made by the Borrower to the Bank will be made without
deduction of United States withholding or similar taxes, except to the
extent required by applicable law. If the Borrower is required to pay
U.S. withholding taxes, the Borrower will pay such taxes in addition to
the amounts due to the Bank under this Agreement. If the Borrower fails
to make such tax payments when due, the Borrower indemnifies the Bank
against any liability for such taxes, as well as for any related interest,
expenses, additions to tax, or penalties asserted against or suffered by
the Bank with respect to such taxes.



      3.7 Additional Costs. The Borrower will pay the Bank, on demand, for the
Bank’s costs or losses arising from any statute or regulation, or any request
or requirement of a regulatory agency which is applicable to all national banks
or a class of all national banks. The costs and losses will be allocated to
the

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 Commitment in a manner determined by the Bank, using any reasonable
method. The costs include the following:


      
      (a) any reserve or deposit requirements; and


      
      (b) any capital requirements relating to the Bank’s assets and
commitments for credit.


      3.8 Interest Calculation. Except as otherwise stated in this Agreement,
all interest and fees, if any, will be computed on the basis of a 360-day year
and the actual number of days elapsed. This results in more interest or a
higher fee than if a 365-day year is used. Installments of principal which are
not paid when due under this Agreement shall continue to bear interest until
paid.


      3.9 Interest Compounding. At the Bank’s sole option in each instance, any
interest, fees or costs which are not paid when due under this Agreement shall
bear interest from the due date at the Bank’s Prime Rate plus two (2)
percentage points. This may result in compounding of interest.


4. CONDITIONS


      The Bank must receive the following items, in form and content acceptable
to the Bank, before it is required to extend any credit to the Borrower under
this Agreement:


      4.1 Authorizations. Evidence that the execution, delivery and performance
by the Borrower of this Agreement and any instrument or agreement required
under this Agreement have been duly authorized.


      4.2 Governing Documents. A copy of the articles of incorporation or
organization for the Borrower.


      4.3 Good Standing. Certificates of good standing for the Borrower from
its state of formation and from the State of California where the Borrower is
qualified to conduct its business.


      4.4 Payment of Fees. Payment of all accrued and unpaid expenses incurred
by the Bank as required by the paragraph entitled “Reimbursement Costs.”


      4.5 Security Agreement. Signed original security agreement which the Bank
requires, together with any collateral in which the Bank requires a possessing
security interest.


      4.6 Legal Opinion. A written opinion from the Borrower’s legal
counsel, covering such matters as the Bank may require. The legal
counsel and the terms of the opinion must be acceptable to the Bank.


5. REPRESENTATIONS AND WARRANTIES


      When the Borrower signs this Agreement, and until the Bank is repaid in
full, the Borrower makes the following representations and warranties. Each
request for an extension of credit constitutes a renewed representation:


      5.1 Organization of Borrower. The Borrower is a corporation duly formed
and existing under the laws of the state of New York. Each subsidiary of the
Borrower including without limitation, the subsidiaries set forth on Exhibit A
hereto (individually a “Subsidiary” and collectively, the
“Subsidiaries”), is a
corporation duly formed and existing under the laws of the state where
organized. Nothing herein shall prohibit any Subsidiary from merging,
liquidating or dissolving as permitted under Section 7.10(b) hereof.

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      5.2 Authorization. This Agreement, and any instrument or agreement
required hereunder, are within the Borrower’s powers, have been duly
authorized, and do not conflict with any of its organizational papers.


      5.3 Enforceable Agreement. This Agreement is a legal, valid and binding
agreement of the Borrower, enforceable against the Borrower in accordance with
its terms, and any instrument or agreement required hereunder from the
Borrower, when executed and delivered, will be similarly legal, valid, binding
and enforceable, except as enforceability thereof may be limited by bankruptcy,
insolvency or other similar laws relating to or affecting enforcement of
creditors§ rights generally or by general equitable principles.


      5.4 Good Standing. In each state in which the Borrower and each
Subsidiary does business, it is properly licensed, in good standing, and, where
required, in compliance with fictitious name statutes, except where the failure
to do so would not have a material adverse effect on the Borrower and its
Subsidiaries taken as a whole.


      5.5 No Conflicts. This Agreement does not conflict with any law
(including, without limitation, Sections 17550 et. seq. of the California
Business and Professions Code), agreement, or obligation by which the Borrower,
or any Subsidiary is bound, including, without limitation that certain Note
Purchase Agreement dated as of June 20, 2000 between the Borrower and GV
Investment LLC and that certain Second Amended and Restated Credit Agreement
dated as of October 28, 1999, as amended, among the Borrower, the banks party
thereto and The Bank of New York, as administrative agent.


      5.6 Collateral. All collateral required in this Agreement is owned by the
Borrower free of any title defects or any liens or interest of others. The
time certificate of deposit pledged by the Borrower to secure its obligations
to the Bank hereunder was purchased with earnings from travel completed in a
prior year.


      5.7 Financial Information. All financial and other information that has
been or will be supplied to the Bank, including the Borrower’s consolidated
financial statement dated as of December 31, 2000, is:



		
	 	      (a) prepared in accordance with accounting principles generally
accepted in the United States, consistently applied, recognizes income
only after it is fully earned, and fairly presents the financial
condition, including all material contingent liabilities, of the Borrower
and its Subsidiaries.




		
	 	      (b) in compliance in all material respects with all government
regulations that apply.



Since December 31, 2000, there has been no material adverse change in the
business condition (financial or otherwise), operations, properties or
prospects of the Borrower and its Subsidiaries taken as a whole.


      5.8 Lawsuits. There is no lawsuit, tax claim or other dispute pending or
threatened against the Borrower or any Subsidiary which, if lost, would
materially impair the Borrower’s and its Subsidiaries financial condition taken
as a whole or ability to repay the loan, except as have been disclosed in
writing to the Bank.


      5.9 Permits, Franchises. The Borrower and each Subsidiary possesses all
permits, memberships, franchises, contracts and licenses required and all
trademark rights, trade name rights, patent rights and fictitious name rights
necessary to enable it to conduct the business in which it is now engaged,
except where the failure to own or possess any of the foregoing would not have
a material adverse effect on the financial condition or operations of the
Borrower and its Subsidiaries taken as a whole.

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      5.10 Other Obligations. Neither the Borrower nor any Subsidiary is in
default on any obligation for borrowed money, any purchase money obligation or
any other material lease, commitment, contract, instrument or obligation,
except as have been disclosed in writing to the Bank.


      5.11 Income Tax Matters. The Borrower has no knowledge of any materially
adverse pending assessments or adjustments of its income tax for any year,
except as have been disclosed in writing to the Bank.


      5.12 No Tax Avoidance Plan. The Borrower’s obtaining of credit from the
Bank under this Agreement does not have as a principal purpose the avoidance of
U.S. withholding taxes.


      5.13 No Event of Default. There is no Event of Default which has occurred
and is continuing.


      5.14 Insurance. The Borrower has obtained, and maintained in effect, the
insurance coverage required in the “Covenants” section of this Agreement.


      5.15 ERISA Plans.



		
	 	      (a) Each Plan (other than a multiemployer plan) is in compliance in
all material respects with the applicable provisions of ERISA, the Code
and other federal or state law, except to the extent that any
non-compliance would not result in a material liability of Borrower. Each
Plan has received a favorable determination letter from the IRS and to the
best knowledge of the Borrower, nothing has occurred which would cause the
loss of such qualification in any case where the failure to be qualified
would result in a material liability of Borrower. The Borrower has
fulfilled its obligations, if any, under the minimum funding standards of
ERISA and the Code with respect to each Plan, except to the extent that
any failure to fulfill such obligation would not result in a material
liability of Borrower, and has not incurred any material liability with
respect to any Plan under Title IV of ERISA.




		
	 	      (b) There are no claims, lawsuits or actions (including by any
governmental authority), and there has been no prohibited transaction or
violation of the fiduciary responsibility rules, with respect to any Plan
which has resulted or could reasonably be expected to result in a material
adverse effect.




		
	 	      (c) With respect to any Plan subject to Title IV of ERISA:




		
	 	      (i) No reportable event has occurred under Section 4043(c) of
ERISA for which the PBGC requires 30-day notice, which would result
in a material liability of Borrower.




		
	 	      (ii) No action by the Borrower or any ERISA Affiliate to
terminate or withdraw from any Plan has been taken and no notice of
intent to terminate a Plan has been filed under Section 4041 of
ERISA, which termination or withdrawal would result in a material
liability of Borrower.




		
	 	      (iii) No termination proceeding has been commenced with respect
to a Plan under Section 4042 of ERISA, and to Borrower’s knowledge,
no event has occurred or condition exists which might constitute
grounds for the commencement of such a proceeding.




		
	 	      (d) The following terms have the meanings indicated for purposes of
this Agreement:




		
	 	      (i) “Code” means the Internal Revenue Code of 1986, as amended
from time to time.



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	 	      (ii) “ERISA” means the Employee Retirement Income Security Act
of 1974, as amended from time to time.




		
	 	      (iii) “ERISA Affiliate” means any trade or business (whether or
not incorporated) under common control with the Borrower within the
meaning of Section 414(b) or (c) of the Code.
	 
	 	      (iv) “PBGC” means the Pension Benefit Guaranty Corporation.




		
	 	      (v) “Plan” means a pension, profit-sharing, or stock bonus plan
intended to qualify under Section 401(a) of the Code, maintained or
contributed to by the Borrower or any ERISA Affiliate, including any
multiemployer plan within the meaning of Section 4001(a)(3) of ERISA.



      5.16 Location of Borrower. The Borrower’s place of business (or, if the
Borrower has more than one place of business, its chief executive office) is
located at the address listed under the Borrower’s signature on this Agreement.


      5.17 Environmental Matters. Neither the Borrower nor any Subsidiary (a)
is in violation of any health, safety, or environmental law or regulation
regarding hazardous substances and (b) is the subject of any claim, proceeding,
notice, or other communication regarding hazardous substances, which could
reasonably be expected to have a material adverse effect on the financial
condition or operations of the Borrower and its Subsidiaries taken as a whole.
“Hazardous substances” means any substance, material or waste that is or
becomes designated or regulated as “toxic,” “hazardous,” “pollutant,” or
“contaminant” or a similar designation or regulation under any federal, state
or local law (whether under common law, statute, regulation or otherwise) or
judicial or administrative interpretation of such, including without limitation
petroleum or natural gas.


6. COLLATERAL


      6.1 Personal Property. The Borrower’s obligations to the Bank under this
Agreement will be secured by personal property the Borrower now owns or will
own in the future listed below. The collateral is further defined in the
security agreement executed by the Borrower.



		
	 	(a) a Bank of America time certificate of deposit in an amount not less
than $5,150,000.00 (or such other investment as the Borrower and the Bank
shall agree).



7. COVENANTS


      The Borrower agrees, so long as credit is available under this Agreement
and until the Bank is repaid in full:


      7.1 Use of Proceeds. To use the proceeds of the Commitment only for the
issuance of standby letters of credit.


      7.2 Financial Information. To provide the following financial information
and statements in form and content reasonably acceptable to the Bank, and such
additional information as reasonably requested by the Bank from time to time:

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	 	      (a) Copies of the Borrower’s Form 10-K Annual Report, Form 10-Q
Quarterly Report and Form 8-K Current Report within 15 days after the date
of filing with the Securities and Exchange Commission.






		
	 	      (b) Promptly, upon sending or receipt, copies of any
management letters and correspondence relating to
management letters, sent or received by the Borrower to or
from the Borrower’s independent auditor.



      7.3 Notices to Bank. To promptly notify the Bank in writing of Borrower’s
knowledge of:



		
	 	      (a) any substantial dispute between the Borrower or any Subsidiary
and any government authority.
	 
	 	      (b) any failure to comply with this Agreement.




		
	 	      (c) any material adverse change in the business condition (financial
or otherwise), operations, properties or prospects of the Borrower and its
Subsidiaries taken as a whole, or in the Borrower’s ability to repay the
credit.




		
	 	      (d) any change in the Borrower’s name, legal structure, place of
business, or chief executive office if the Borrower has more than one
place of business.




		
	 	      (e) any actual contingent liabilities of the Borrower, and any such
contingent liabilities which are reasonably foreseeable.



      7.4 Books and Records. To maintain, and cause each of its Subsidiaries to
maintain, adequate books and records.


      7.5 Compliance with Laws. To comply, and cause each Subsidiary to comply,
with the laws (including any fictitious name statute), regulations, and orders
of any government body with authority over the Borrower’s business and the
business of each Subsidiary, except where failure to comply will not have a
material adverse effect on the Borrower and its Subsidiaries taken as a whole.


      7.6 Preservation of Rights. To maintain and preserve all rights,
privileges, and franchises the Borrower and each Subsidiary now has, except
where the failure to maintain the foregoing will not have a material adverse
effect on the Borrower and its Subsidiaries taken as a whole.


      7.7 Maintenance of Properties. To make any repairs, renewals, or
replacements to keep the Borrower’s properties and the properties of its
Subsidiaries in good working condition, except where the failure to do so will
not have a material adverse effect on the Borrower and its Subsidiaries taken
as a whole.


      7.8 Cooperation. To take any action reasonably requested by the Bank to
carry out the intent of this Agreement.


      7.9 Insurance.



		
	 	      (a) General Business Insurance. To maintain insurance of the kind
customarily carried or maintained under similar circumstances by
corporations of established reputation engaged in similar businesses
covering property damage (including loss of use and occupancy) to any of
the Borrower’s and its Subsidiaries properties, public liability insurance
including coverage for contractual liability,



29







		
	 	product liability and workers’ compensation, and any other insurance
which is usual for the Borrower’s and its Subsidiaries businesses.




		
	 	      (b) Evidence of Insurance. Upon the request of the Bank, to deliver
to the Bank a copy of each insurance policy, or, if permitted by the Bank,
a certificate of insurance listing all insurance in force.



      7.10 Additional Negative Covenants. The Borrower shall not and shall not
permit any Subsidiary to, without the Bank’s written consent, which consent
shall not be unreasonably withheld:



		
	 	      (a) engage in any business activities substantially different from
the present business of the Borrower and its Subsidiaries.




		
	 	      (b) merge, liquidate or dissolve the business of the Borrower or any
Subsidiary, except with or into Borrower or its wholly-owned Subsidiaries.




		
	 	      (c) sell, assign, lease, transfer or otherwise dispose of any assets
for less than fair market value, or enter into any agreement to do so.




		
	 	      (d) sell, assign, lease, transfer or otherwise dispose of all or a
substantial part of the business or the assets of the Borrower.




		
	 	      (e) enter into any sale and leaseback agreement covering any of its
fixed assets; and




		
	 	      (f) voluntarily suspend all or a substantial part of its business
operations.



      7.11 ERISA Plans. With respect to a Plan subject to Title IV of ERISA, to
give prompt written notice to the Bank of:



		
	 	      (a) The occurrence of any reportable event under Section 4043(c) of
ERISA for which the PBGC requires 30-day notice.




		
	 	      (b) Any action by the Borrower or any ERISA Affiliate to terminate or
withdraw from a Plan or the filing of any notice of intent to terminate
under Section 4041 of ERISA.




		
	 	      (c) The commencement of any proceeding with respect to a Plan under
Section 4042 of ERISA.



8. HAZARDOUS WASTE INDEMNIFICATION


      The Borrower will indemnify and hold harmless the Bank from any loss or
liability directly or indirectly arising out of the use, generation,
manufacture, production, storage, release, threatened release, discharge,
disposal or presence of a hazardous substance. This indemnity will apply
whether the hazardous substance is on, under or about the Borrower’s property
or operations or property leased to the Borrower. The indemnity includes but
is not limited to attorneys’ fees (including the reasonable estimate of the
allocated cost of in-house counsel and staff). The indemnity extends to the
Bank, its parent, subsidiaries and all of their directors, officers, employees,
agents, successors, attorneys and assigns. Notwithstanding anything to the
contrary herein, the Borrower shall not have any obligation hereunder to
indemnify the Bank for any loss or liability resulting from the gross
negligence or willful misconduct of the Bank. “Hazardous substances” means any
substance, material or waste that is or becomes designated or regulated as
“toxic,” “hazardous,” “pollutant,” or “contaminant” or a similar designation or
regulation under any federal, state or local law

30








 (whether under common law, statute, regulation or otherwise) or judicial
or administrative interpretation of such, including without limitation
petroleum or natural gas. This indemnity will survive repayment of the
Borrower’s obligations to the Bank.


9. DEFAULT


      If any of the following events
(“Event of Default”) occurs and is
continuing, the Bank may do one or more of the following: declare the Borrower
in default, stop making any additional credit available to the Borrower, and
require the Borrower to repay its entire debt immediately and without prior
notice. If an event of default occurs under the paragraph entitled
“Bankruptcy,” below, with respect to the Borrower, then the entire debt
outstanding under this Agreement will automatically be due immediately.


      9.1 Failure to Pay. The Borrower fails to make any payment of principal
and interest when due, or fails to pay any fee or other sum under this
Agreement within five (5) Banking Days of the date when due.


      9.2 False Information. The Borrower has given the Bank information or
representations that are false or misleading in any material respect.


      9.3 Bankruptcy. The Borrower or any Subsidiary files a bankruptcy
petition, a bankruptcy petition is filed against the Borrower or any Subsidiary
or the Borrower or any Subsidiary makes a general assignment for the benefit of
creditors. The default will be deemed cured if any bankruptcy petition filed
against the Borrower or any Subsidiary is dismissed within a period of 30 days
after the filing; provided, however, that the Bank will not be obligated to
extend any additional credit to the Borrower during that period.


      9.4 Receivers. A receiver or similar official is appointed for the
Borrower’s or any Subsidiary’s business, or the business is
terminated.


      9.5 Lien Priority. The Bank fails to have an enforceable first lien on or
security interest in any property given as security for this Agreement.


      9.6 Government Action. Any government authority takes action that
materially adversely affects the financial condition of the Borrower and its
Subsidiaries, taken as a whole, or their ability to repay the credit.


      9.7 Material Adverse Change. A material adverse change occurs in the
business condition (financial or otherwise), operations, properties or
prospects of the Borrower and its Subsidiaries, taken as a whole, or their
ability to repay the credit.


      9.8 Cross-default. Any default occurs and is continuing under any
agreement in connection with any credit the Borrower has obtained from anyone
else or which the Borrower has guaranteed in an amount in excess of One Million
Dollars ($1,000,000.00).


      9.9 Other Bank Agreements. The Borrower fails to meet the conditions of,
or fails to perform any material obligation under any other agreement the
Borrower has with the Bank or any affiliate of the Bank, which is not cured
within any applicable cure period.


      9.10 ERISA Plans. Any one or more of the following events occurs, and
continues unremedied for more than thirty (30) days, with respect to a Plan of
the Borrower subject to Title IV of ERISA, provided such event or events could
reasonably be expected, in the judgment of the Bank, to subject the Borrower to
any tax, penalty or liability (or any combination of the foregoing) which, in
the aggregate, could have a material adverse effect on the financial condition
of the Borrower and its Subsidiaries taken as a whole:

31










		
	 	      (a) A reportable event shall occur under Section 4043(c) of ERISA
with respect to a Plan.




		
	 	      (b) Any Plan termination (or commencement of proceedings to terminate
a Plan) or the full or partial withdrawal from a Plan by the Borrower or
any ERISA Affiliate.



      9.11 Other Breach Under Agreement. The Borrower fails to meet the
conditions of, or fails to perform any obligation under any term of this
Agreement not specifically referred to in this Article, which remains uncured
fifteen (15) days after the Bank shall have notified the Borrower thereof.


10. ENFORCING THIS AGREEMENT; MISCELLANEOUS


      10.1 GAAP. Except as otherwise stated in this Agreement, all financial
information provided to the Bank and all financial covenants will be made under
accounting principles generally accepted in the United States, consistently
applied.


      10.2 California Law. This Agreement is governed by California law.


      10.3 Successors and Assigns. This Agreement is binding on the Borrower’s
and the Bank’s successors and assignees. The Borrower agrees that it may not
assign this Agreement without the Bank’s prior consent. The Bank may sell
participations in or, with the prior written consent of the Borrower, assign
this loan, and may exchange financial information about the Borrower with
actual or potential participants or assignees; provided that such actual or
potential participants or assignees shall agree to treat all financial
information exchanged as confidential. If a participation is sold or the loan
is assigned, the purchaser will have the right of set-off against the Borrower.


      10.4 Arbitration and Waiver of Jury Trial



		
	 	      (a) This paragraph concerns the resolution of any controversies or
claims between the Borrower and the Bank, whether arising in contract,
tort or by statute, including but not limited to controversies or claims
that arise out of or relate to: (i) this Agreement (including any
renewals, extensions or modifications); or (ii) any document related to
this Agreement (collectively a “Claim”).




		
	 	      (b) At the request of the Borrower or the Bank, any Claim shall be
resolved by arbitration in accordance with the Federal Arbitration Act
(Title 9, United States Code) (the “Act”). The Act will apply even though
this Agreement provides that it is governed by the law of a specified
state.




		
	 	      (c) Arbitration proceedings will be determined in accordance with the
Act, the rules and procedures for the arbitration of financial services
disputes of J.A.M.S./Endispute or any successor thereof (“J.A.M.S.”), and
the terms of this paragraph. In the event of any inconsistency, the terms
of this paragraph shall control.




		
	 	      (d) The arbitration shall be administered by J.A.M.S. and conducted
in any state where the Bank office originating the Indebtedness of the
Borrower hereunder is located. All Claims shall be determined by one
arbitrator; however, if the Claim is in excess of Five Million U.S.
Dollars ($5,000,000), upon the request of any party, the Claim shall be
decided by three arbitrators. All arbitration hearings shall commence
within 90 days of the demand for arbitration and close within 90 days of
commencement, and the award of the arbitrator(s) shall be issued within 30
days of the close of the hearing. However, the arbitrator(s), upon a
showing of good cause, may extend the commencement of the hearing for up
to an additional 60 days. The arbitrator(s) shall provide a concise



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	 	written statement of reasons for the award. The arbitration award
may be submitted to any court having jurisdiction to be confirmed and
enforced.




		
	 	      (e) The arbitrator(s) will have the authority to decide whether any
Claim is barred by the statute of limitations and, if so, to dismiss the
arbitration on that basis. For purposes of the application of the statute
of limitations, the service on J.A.M.S. under applicable J.A.M.S. rules of
a notice of claim is the equivalent of the filing of a lawsuit. Any
dispute concerning this arbitration provision or whether a Claim is
arbitrable shall be determined by the arbitrator(s). The arbitrator(s)
shall have the power to award legal fees pursuant to the terms of this
Agreement.



    (f) This paragraph does not limit the right of the Borrower or the Bank
to: (i) exercise self-help remedies, such as but not limited to, setoff, (ii)
initiate judicial or nonjudicial foreclosure against any real or personal
property collateral, (iii) exercise any judicial or power of sale rights, or
(iv) act in a court of law to obtain an interim remedy, such as but not
limited to, injunctive relief, writ of possession or appointment of a receiver,
or additional or supplementary remedies.



		
	 	      (g) The procedure described above will not apply if the Claim, at the
time of the proposed submission to arbitration, arises from or relates to
an obligation to the Bank secured by real property located in California.
In this case, both the Borrower and the Bank must consent to submission of
the Claim to arbitration. If both parties do not consent to arbitration,
the Claim will be resolved as follows: The Borrower and the Bank will
designate a referee (or a panel of referees) selected under the auspices
of J.A.M.S. in the same manner as arbitrators are selected in J.A.M.S.
administered proceedings. The designated referee(s) will be appointed by a
court as provided in California Code of Civil Procedure Section 638 and
the following related sections. The referee (or the presiding referee of
the panel) will be an active attorney or a retired judge. The award that
results from the decision of the referee(s) will be entered as a judgment
in the court that appointed the referee, in accordance with the provisions
of California Code of Civil Procedure Sections 644 and 645.




		
	 	      (h) The filing of a court action is not intended to constitute a
waiver of the right of the Borrower or the Bank, including the suing
party, thereafter to require submittal of the Claim to arbitration.




		
	 	      (i) By agreeing to binding arbitration, the parties irrevocably and
voluntarily waive any right they may have to a trial by jury in respect of
any claim. Furthermore, without intending in any way to limit this
agreement to arbitrate, to the extent any claim is not arbitrated, the
parties irrevocably and voluntarily waive any right they may have to a
trial by jury in respect of such claim. This provision is a material
inducement for the parties entering into this Agreement.



      10.5 Severability; Waivers. If any part of this Agreement is not
enforceable, the rest of the Agreement may be enforced. The Bank retains all
rights, even if it makes a loan after default. If the Bank waives a default,
it may enforce a later default. Any consent or waiver under this Agreement
must be in writing.


      10.6 Attorneys’ Fees. The Borrower shall reimburse the Bank for any
reasonable costs and attorneys’ fees incurred by the Bank in connection with
the enforcement or preservation of any rights or remedies under this Agreement
and any other documents executed in connection with this Agreement, and in
connection with any amendment, waiver, “workout” or restructuring under this
Agreement. In the event of a lawsuit or arbitration proceeding, the prevailing
party is entitled to recover costs and reasonable attorneys’ fees incurred in
connection with the lawsuit or arbitration proceeding, as determined by the
court or arbitrator. In the event that any case is commenced by or against the
Borrower under the Bankruptcy Code (Title 11, United States Code) or any
similar or successor statute, the Bank is entitled to recover costs and
reasonable

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 attorneys’ fees incurred by the Bank related to the preservation,
protection, or enforcement of any rights of the Bank in such a case. As used
in this paragraph, “attorneys’ fees” includes the costs of the Bank’s in-house
counsel.


      10.7 One Agreement. This Agreement and any related security or other
agreements required by this Agreement, collectively:



		
	 	      (a) represent the sum of the understandings and agreements between
the Bank and the Borrower concerning this credit;




		
	 	      (b) replace any prior oral or written agreements between the Bank and
the Borrower concerning this credit; and




		
	 	      (c) are intended by the Bank and the Borrower as the final, complete
and exclusive statement of the terms agreed to by them.



In the event of any conflict between this Agreement and any other agreements
required by this Agreement, this Agreement will prevail.


      10.8 Indemnification. The Borrower will indemnify and hold the Bank
harmless from any loss, liability, damages, judgments, and costs of any kind
relating to or arising directly or indirectly out of (a) this Agreement or any
document required hereunder, (b) any credit extended or committed by the Bank
to the Borrower hereunder, and (c) any litigation or proceeding related to or
arising out of this Agreement, any such document, or any such credit. This
indemnity includes but is not limited to attorneys’ fees (including the costs
of in-house counsel). This indemnity extends to the Bank, its parent,
subsidiaries and all of their directors, officers, employees, agents,
successors, attorneys, and assigns. This indemnity will survive repayment of
the Borrower’s obligations to the Bank. All sums due to the Bank hereunder
shall be obligations of the Borrower, due and payable immediately without
demand.


      10.9 Confidentiality. The Bank shall hold all nonpublic information
obtained pursuant to the requirements of this Agreement from the Borrower in
accordance with such Bank’s customary procedures for handling confidential
information of this nature and in accordance with safe and sound lending
practices, and shall use such nonpublic information only in connection with the
negotiation, execution, administration, enforcement, assignment and
participation of the transactions contemplated hereunder and the matters
contemplated hereby and by the other loan documents or in connection with other
business now or hereafter existing or contemplated with the Borrower or any of
its Subsidiaries, provided that the Bank in any event may make disclosure (a)
if such information was or becomes generally available to the public other than
by disclosure by the Bank, (b) was or becomes available on from a
non-confidential basis from a source other than the Borrower, (c) to any of its
legal or financial advisors or as reasonably required by a bona fide offeree,
transferee or participant in connection with any contemplated transfer or
participation or any recipient reasonably acceptable to the Borrower or as
required or requested by an governmental or regulatory agency or representative
thereof or pursuant to legal process or other requirement of law or order or as
reasonably required in any litigation to which the Bank is a party, (d) to the
extent reasonably required in connection with the enforcement of this Agreement
or any other loan document and (e) to their affiliates, so long as any such
legal or financial advisor, offeree, transferee or participant or other
approved recipient shall be made aware of the provisions of this Section 10.9
and shall undertake to comply (and undertake to each of any of its offerees,
transferees or participants or other approved recipient to comply) with this
Section 10.9.


      10.10 Notices. All notices required under this Agreement shall be
personally delivered or sent by first class mail, postage prepaid, to the
addresses on the signature page of this Agreement, or to such other addresses
as the Bank and the Borrower may specify from time to time in writing.

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      10.11 Headings. Article and paragraph headings are for reference only and
shall not affect the interpretation or meaning of any provisions of this
Agreement.


      10.12 Counterparts. This Agreement may be executed in as many
counterparts as necessary or convenient, and by the different parties on
separate counterparts each of which, when so executed, shall be deemed an
original but all such counterparts shall constitute but one and the same
agreement.


This Agreement is executed as of the date stated at the top of the first page.



	 	 	 
	Bank of America, N.A		
Global Vacation Group, Inc.
	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	By: /s/ Laksmi
Wolterding		
By: /s/ Ronald M. Letterman
	Name: Lakshmi Wolterding		
Name: Ronald M. Letterman
	
	
	
	

	Title: Vice President		
Title: President and CEO
	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	Address where notices to		
Address where notices to
	
	
	
	

	the Bank are to be sent:		
the Borrower are to be sent:
	
	
	
	

	125 South Market Street		
One North First Street
	
	
	
	

	San Jose, CA 95113		
San Jose, CA 95113




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